Exhibit 3.2N
BY-LAWS
of
Iron Mountain Records Management of Boston, Inc.
ARTICLE I
Articles of Organization
The name and purposes of the Corporation shall be as set forth in the
Articles of Organization. These By-Laws, the powers of the Corporation and
of its Directors and stockholders, and all matters concerning the conduct and
regulation of the business of the Corporation shall be subject to such
provisions in regard thereto, if any, as are set forth in the Articles of
Organization; and the Articles of Organization, as from time to time amended,
are hereby made a part of these By-Laws. All references in these By-Laws to
the Articles of Organization shall be construed to mean the Articles of
Organization of the Corporation as from time to time amended.
ARTICLE II
Annual Meeting of Stockholders
The annual meeting of stockholders shall be held on the second Thursday
in May of each year at such other hour as may be fixed by vote of the Board
of Directors or, if the Board shall not fix such hour, as may be determined
by the President and set forth in the notice thereof, unless that day be a
legal holiday at the site of the meeting, in which case the meeting shall be
held at the same hour on the next succeeding business day at the site of the
meeting. Purposes for which an annual meeting is to be held, in addition to
those prescribed by law, by the Articles of Organization and by these
By-Laws, may be specified by the President, or by a vote of a majority of the
Directors then in office, or by one or more stockholders who are entitled to
vote and who hold in the aggregate at least ten per cent (10%) of the capital
stock entitled to vote at the meeting.
If such annual meeting is omitted on the day herein provided therefor,
a special meeting of stockholders may be held in place thereof and any
business transacted or elections held at such special meeting shall have the
same effect as if transacted or held at the annual meeting, and, in such
case, all references in these By-Laws, except in this Article II and in
Article IV, to the annual meeting of stockholders shall be deemed to refer to
such special meeting. Any such special meeting shall be called, and the
purposes thereof shall be specified in the notice thereof, as provided in
Article III.
ARTICLE III
Special Meetings of Stockholders
A special meeting of stockholders may be called at any time by the
President or by a majority of the Directors then in office. A special
meeting of stockholders shall be called by the Clerk, or in the case of the
death, absence, incapacity or refusal of the Clerk, by any other officer,
upon written application of one or more stockholders who hold in the
aggregate at least ten percent (10%) of the capital stock entitled to vote at
the meeting. Such call shall state the time, place and purpose of the
meeting.
ARTICLE IV
Place of Stockholders' Meetings
The annual meeting of stockholders and any special meeting of
stockholders, by whomever called, shall be held at the principal office of
the Corporation in Massachusetts, or at such other place in Massachusetts or
within the continental limits of the United States of America as may be
determined by the Board of Directors (or, in the event such meeting shall
have been called upon the application of stockholders, by such stockholders)
and stated in the notice thereof. Any adjourned session of any annual or
special meeting of stockholders shall be held within the continental limits
of the United States at such place as is designated in the vote of
adjournment.
ARTICLE V
Notice of Stockholders' Meetings
A written notice of each annual or special meeting of stockholders,
stating the place, date and hour thereof, and the purpose or purposes for
which the meeting is to be held, shall be given at least seven (7) days
before the meeting to each stockholder entitled to vote thereat, and to each
stockholder who, under the Articles of Organization or these By-Laws, is
entitled to such notice, by leaving such notice with him or at his residence,
or usual place of business, or by mailing it, postage prepaid, addressed to
such stockholder at his address as it appears in the records of the
Corporation. Such notice shall be given by the Clerk, by any other officer,
or by a person designated either by the Clerk or by the person or persons
calling the meeting, or by the Board of Directors. No notice of the time,
place or purposes of any annual or special meeting of stockholders shall be
required to be given to a stockholder if a written waiver of such notice is
executed before or after the meeting by such stockholder, or by his attorney
thereunto authorized, and filed with the records of the meeting.
ARTICLE VI
Quorum of Stockholders
At any meeting of stockholders, a quorum for the election of any
Director or officer, or for the consideration of any question, shall consist
of a majority in interest of all stock issued, outstanding and entitled to
vote at such election, or upon such question, respectively; except that if
two or more classes of stock are entitled to vote as separate classes upon
any question, then, in the case of each such class, a quorum for the
consideration of such question shall consist of a majority in interest of all
stock of that class issued, outstanding and entitled to vote; and except in
any case where a larger quorum is required by law, by the Articles of
Organization or by these By-Laws. Stock owned by the Corporation, if any,
shall not be deemed outstanding for this purpose. In any case, any meeting
may be adjourned from time to time by a majority of the votes properly cast
upon the question, whether or not a quorum is present, and the meeting may be
held as adjourned without further notice.
When a quorum is present at any meeting, a plurality of the votes
properly cast for any office shall elect to such office, except where a
larger vote is required by law, by the Articles of Organization or by these
By-Laws, and a majority of the votes properly cast upon any other question
(or if two or more classes
of stock are entitled to vote as separate classes upon such question, then,
in the case of each such class, a majority of the votes of such class
properly cast upon the question), except in any case where a larger vote is
required by law, by the Articles of Organization or by these By-Laws, shall
decide the matter.
ARTICLE VII
Proxies and Voting
Except as may be provided in the Articles of Organization, with respect
to two or more classes or series of stock, stockholders entitled to vote
shall have one vote for each share of stock entitled to vote owned by them
and a proportionate vote for each fractional share. No ballot shall be
required for such election unless requested by a stockholder present or
represented at the meeting and entitled to vote in the election. The
Corporation shall not, directly or indirectly, vote upon any share of its own
stock.
Stockholders entitled to vote may vote either in person or by proxy in
writing dated not more than six (6) months before the meeting named therein,
which proxies shall be filed with the Clerk of the meeting, or any
adjournment thereof, before being voted. Such proxies shall entitle the
holders thereof to vote at any adjournment of such meeting, but shall not be
valid after the final adjournment of such meeting.
Any action to be taken by stockholders may be taken without a meeting
if all stockholders entitled to vote on the matter consent to the action by a
writing or writings filed with the records of the meetings of stockholders.
Such consent shall be treated for all purposes as a vote at a meeting.
The Chairman of the Board, if there be one, or in his absence the
President, or in absence of both the Chairman of the Board and the President
a vice-president, shall call meetings of the stockholders to order and shall
act as chairman thereof. The Clerk of the corporation, if present, shall
record the proceedings of all meetings of stockholders and, in his absence,
the presiding officer may appoint a clerk pro tempore of the meeting.
ARTICLE VIII
Board of Directors
A Board of not fewer than one, nor more than five, Directors shall be
elected annually (by ballot if so requested by any stockholder entitled to
vote) at the annual meeting of stockholders by such stockholders as have the
right to vote at such election; provided that, at any time when the
Corporation shall have two or more stockholders, the Board of Directors shall
consist of not fewer than two person, and at any time when the Corporation
has three or more stockholders, the Board of Directors shall consist of not
fewer than three persons. The number of Directors for each corporate year
shall initially be fixed by vote at the meeting at which they are elected.
Any action which may by law, the Articles of Organization or these
By-Laws be taken by a majority of the Board of Directors then in office may
be taken by the sole Director when and if the Corporation has only one
Director.
At any time during any year the number of the Board of Directors may be
increased by vote of a majority of the Directors then in office. At any time
during any year, the whole number of Directors may be increased or reduced by
the stockholders at a meeting called for the purpose and, in the case of a
reduction, the particular directorships which shall terminate shall be
determined by the stockholders, in each case by vote of a majority of the
stock outstanding and entitled to vote for the election of Directors, or, in
the case of a reduction which involves the termination of the directorship of
an incumbent Director, by such larger vote, if any, as would be required to
remove such incumbent from office.
Each newly-created directorship resulting from any increase in the
number of Directors may be filled in the manner provided in Article XIX.
No Director need be a stockholder except as may be otherwise provided
by law, by the Articles of Organization or these By- Laws. Each Director
shall hold office until the next annual meeting of stockholders and until his
successor is elected and qualified, or until he sooner dies, resigns or is
removed.
ARTICLE IX
Powers of Directors
The business, property and affairs of the Corporation shall be managed
by, and be under the control and direction of, the Board of Directors, which
shall have and may exercise all the powers of the Corporation except such as
are conferred upon the stockholders or other officers by law, by the Articles
of Organization or by these By-Laws.
Except as may be otherwise specifically provided by law or by vote of
the stockholders, the Board of Directors is expressly authorized to issue,
from time to time, all or any portion or portions of the capital stock of the
Corporation of any class which may have been authorized but not issued or
otherwise reserved for issue, to such person or persons and for such
consideration (but not less than the par value thereof in case of stock
having par value), whether cash, tangible or intangible property, good will,
services or expenses, as they may deem best, without first offering (for
subscription or sale) such authorized but unissued stock to any present or
future stockholders of the Corporation, and generally in their absolute
discretion to determine the terms and manner of any disposition of such
authorized but unissued stock.
The Board of Directors may delegate from time to time to any committee,
officer or agent such powers and authority as the law, the Articles of
Organization and these By-Laws may permit. The Board of Directors in its
discretion may appoint and remove and determine the compensation and duties
in addition to those fixed by law, the Articles of Organization and these
By-Laws, of all the officers, representatives, agents, employees, and
servants of the Corporation. The Board of Directors shall have power to fix
a reasonable compensation or fee for the attendance of their members at
meetings of the Board. The Board of Directors shall have the power, from
time to time, to fix and determine and to vary the amount of working capital
of the Corporation and to direct and determine the use and disposition of any
surplus or net profits of the Corporation over and above the amount
contributed as, or constituting, paid-in capital. The Board of Directors, in
its discretion, shall, from time to time, declare what, if any, dividends
shall be paid on the stock of the Corporation out of the remaining surplus or
net profits, and any dividend so declared shall be payable at such time or
times as the Board shall determine.
ARTICLE X
Committees of Directors
The Board of Directors, by vote of a majority of the Directors then in
office, may at any time elect from its own number an executive committee
and/or one or more other committees, to consist of not fewer than three
members, and may from time to time designate or alter, within the limits
permitted by this Article X, the duties and powers of such committees or
change their membership, and may at any time abolish such committees or any
of them.
Any committee shall be vested with such powers of the Board of
Directors as the Board may determine in the vote establishing such committee
or in a subsequent vote of a majority of directors then in office, provided,
however, that no such committee shall have any power prohibited by law, or
the Articles of Organization, or the power
(a) to change the principal office of the Corporation;
(b) to amend or authorize the amendment of the Articles of
Organization or these By-Laws;
(c) to issue stock;
(d) to establish and designate series of stock, or fix and
determine the relative rights and preferences of any series
of stock;
(e) to elect officers required by law, the Articles of
Organization or these By-Laws to be elected by stockholders
or Directors, or to fill vacancies in any such office;
(f) to change the number of the Board of Directors or to fill
vacancies in the Board of Directors;
(g) to remove officers or Directors from office;
(h) to authorize the payment of any dividend or distribution to
stockholders;
(i) to authorize the reacquisition for value of stock of the
Corporation;
(j) to authorize a merger or consolidation of the Corporation
or a sale or other disposition of all or substantially all
the property and business of the Corporation; or
(k) to authorize the liquidation or dissolution of the
Corporation;
and provided further, that the fact that a particular power appears in the
foregoing enumeration of powers denied to committees of the Board of
Directors shall not be construed to over-ride by implication any other
provision of the Articles of Organization or these By-Laws limiting or
denying to the Board of Directors the right to exercise such power.
Each member of a committee shall hold office until the first meeting of
the Board of Directors following the next annual meeting of stockholders (or
until such other time as the Board of Directors may determine, either in the
vote establishing the committee or at the election of such member) and until
his successor is elected and qualified, or until he sooner dies, resigns, is
removed, is replaced by change of membership or
becomes disqualified by ceasing to be a Director, or until the committee is
sooner abolished by the Board of Directors.
A majority of the members of any committee then in office, but not
fewer than two, shall constitute a quorum for the transaction of business,
but any meeting may be adjourned from time to time by a majority of the votes
cast upon the question, whether or not a quorum is present, and the meeting
may be held as adjourned without further notice. Each committee may make
rules not inconsistent herewith for the holding and conduct of its meetings,
but unless otherwise provided in such rules its meetings shall be held and
conducted in the same manner, as nearly as may be, as is provided in these
By-Laws for meetings of the Board of Directors. The Board of Directors shall
have the power to rescind any vote or resolution of any committee; provided,
however, that no rights of third parties shall be impaired by such rescission.
ARTICLE XI
Meetings of the Board of Directors;
Action without a Meeting
Regular meetings of the Board of Directors may be held without call or
notice at such places and at such times as the Board may from time to time
determine; provided, however, that reasonable notice of such determination
and of any changes therein is given to each member of the Board then in
office. A regular meeting of the Board of Directors for the purpose of
electing officers and agents may be held without call or notice immediately
after and at the same place as the annual meeting of stockholders, and, if
held upon due call or notice, for such other and further purposes as may be
specified in such call or notice.
Special meetings of the Board of Directors may be held at any time and
at any place when called by the President, the Treasurer, the Chairman of the
Board, if there be one, or two or more Directors, reasonable notice thereof
being given to each Director by the Secretary, or, if there be no Secretary,
by the Clerk, or, in the case of death, absence, incapacity or refusal of the
Secretary (or the Clerk, as the case may be), by the officer or Directors
calling the meeting. In any case, it shall be deemed sufficient notice to a
Director to send notice by mail at least forty-eight (48) hours, or by
telegram at least twenty- four (24) hours, before the meeting, addressed to
him at his usual or last known business or residence address; or to give
notice to him in person, either by telephone or by handing him a written
notice, at least twenty-four (24) hours before the meeting.
Notwithstanding the foregoing, notice of a meeting need not be given to
any Director if a written waiver of notice, executed by him before or after
the meeting, is filed with the records of the meeting, or to any Director who
attends the meeting without protesting prior thereto, or at its commencement,
the lack of notice to him.
Any action required or permitted to be taken at any meeting of the
Directors may be taken without a meeting if a written consent thereto is
signed by all the Directors and such written consent is filed with the
records of the meetings of the Directors. Such consent shall be treated as a
vote at a meeting for all purposes. Such consents may be executed in one or
more counterparts and not every Director need sign the same counterpart.
ARTICLE XII
Quorum of Directors
At any meeting of the Board of Directors, a quorum for any election, or
for the consideration of any question, shall consist of a majority of the
Directors then in office, but any meeting may be adjourned from time to time
by a majority of the votes cast upon the question, whether or not a quorum is
present, and the meeting may be held as adjourned without further notice.
When a quorum is present at any meeting, the votes of a majority of the
Directors present shall be requisite and sufficient for election to any
office, and a majority of the Directors present shall decide any question
brought before such meeting except in any case where a larger vote is
required by law, by the Articles of Organization or by these By-Laws.
ARTICLE XIII
Officers and Agents
The officers of the Corporation shall be a President, a Treasurer, a
Clerk, and such other officers, which may include a Chairman of the Board, a
Secretary, a Controller, one or more Vice Presidents, Assistant Treasurers,
Assistant Clerks, or Assistant Controllers, as the Board of Directors may, in
its discretion, elect or appoint. The Corporation may also have such agents,
if any, as the Board of Directors may, in its discretion, appoint. The
President need not be a Director. The Clerk shall be a resident of
Massachusetts unless the Corporation has a resident agent appointed for the
purpose of receiving service of process. So far as is permitted by law, any
two or more offices may be held by the same person.
Subject to law, to the Articles of Organization and the other
provisions of these By-Laws, each officer shall have, in addition to the
duties and powers herein set forth, such duties and powers as are commonly
incident to his office and as the Board of Directors may from time to time
designate.
The President, Treasurer, and Clerk (and the Secretary and Chairman of
the Board, if, as the case may be, there be one) shall be elected annually by
the Board of Directors at its first meeting following the annual meeting of
stockholders, by vote of a majority of the full Board of Directors. Such
other officers of the Corporation as may be created in accordance with these
By-Laws may be filled at such meeting by vote of a majority of the full Board
of Directors or any other time by vote of a majority of the Directors then in
office.
Each officer shall (subject to Article XVIII of these By- Laws) hold
office until the first meeting of the Board of Directors following the next
annual meeting of stockholders and until his successor is elected or
appointed and qualified, or until he sooner dies, resigns, is removed, or
becomes disqualified. Each agent shall retain his authority at the pleasure
of the Board of Directors.
Any officer, employee, or agent of the Corporation may be required, as
and if determined by the Board of Directors, to give bond for the faithful
performance of his duties.
ARTICLE XIV
President and Vice Presidents; Chairman of the Board
The President shall be the chief executive officer of the Corporation
and shall have general charge and supervision of the business, property and
affairs of the Corporation and such other powers and duties as the Board of
Directors may prescribe, subject to the control of the Board of Directors,
unless otherwise provided by law, the Articles of Organization, these By-Laws
or by specific vote of the Board of Directors. Unless a Chairman of the
Board shall have been elected, the President shall preside at all meetings of
stockholders and of the Board of Directors at which he is present except as
otherwise voted by the Board of Directors.
Any Vice President shall have such duties and powers as shall be
designated from time to time by the Board of Directors or by the President,
and, in any case, shall be responsible to and shall report to the President.
In the absence or disability of the President, the Vice President or, if
there be more than one, the Vice Presidents in the order of their seniority
or as otherwise designated by the Board of Directors, shall have the powers
and duties of the President.
The Chairman of the Board, if there be one, shall be a member of the
Board of Directors and shall preside at its meetings and at the meetings of
the stockholders. He shall keep himself informed of the administration of
the affairs of the Corporation, shall advise and counsel with the President,
and, in the President's absence, with other officers of the Corporation, and
shall perform such other duties as may from time to time be assigned to him
by the Board of Directors.
ARTICLE XV
Treasurer and Assistant Treasurer
The Treasurer shall be the chief financial officer of the Corporation
and shall be in charge of its funds and the disbursements thereof, subject to
the President and the Board of Directors, and shall have such duties and
powers as are commonly incident to the office of a corporate treasurer and
such other duties and powers as may be prescribed from time to time by the
Board of Directors or by the President. If no Controller is elected, the
Treasurer shall also have the duties and powers of the Controller as provided
in these By-Laws. The Treasurer shall be responsible to and shall report to
the Board of Directors, but in the ordinary conduct of the Corporation's
business, shall be under supervision of the President.
Any Assistant Treasurer shall have such duties and powers as shall be
prescribed from time to time by the Board of Directors or by the Treasurer,
and shall be responsible to and shall report to the Treasurer. In the
absence or disability of the Treasurer, the Assistant Treasurer or, if there
be more than one, the Assistant Treasurers in their order of seniority or as
otherwise designated by the Board of Directors shall have the powers and
duties of the Treasurer.
ARTICLE XVI
Controller
If a Controller is elected, he shall be the chief accounting officer of
the Corporation and shall be in charge of its books of account and accounting
records and of its accounting procedures, and shall have such duties and
powers as are commonly incident to the office of a corporate controller and
such other duties and powers as may be prescribed from time to time by the
Board of Directors or by the President. The Controller shall be responsible
to and shall report to the Board of Directors, but in the ordinary conduct of
the Corporation's business, shall be under the supervision of the President.
Any Assistant Controller shall have duties and powers as shall be
prescribed from time to time by the Board of Directors or by the Controller,
and shall be responsible to and shall report to the Controller. If the
absence or disability of the Controller, the Assistant Controller or, if
there be more than one, Assistant Controllers in their order of seniority or
as otherwise designated by the Board of Directors, shall have the powers and
duties of the Controller.
ARTICLE XVII
Clerk; Secretary; Assistant Clerk and Assistant Secretary
The Clerk shall record all proceedings of the stockholders in books to
be kept therefor, and shall have custody of the Corporation's records,
documents and valuable papers. In the absence of the Clerk from any such
meeting, the Secretary, if any, may act as temporary clerk, and shall record
the proceedings thereof in the aforesaid books, or a temporary clerk may be
chosen by vote of the meeting.
The Clerk shall also keep, or cause to be kept, the stock transfer
records of the Corporation which shall contain a complete list of the names
and addresses of all stockholders and the amount of stock held by each.
Unless the Board of Directors shall otherwise designate, the Clerk or,
in his absence, the Assistant Clerk, if any, shall have custody of the
corporate seal and be responsible for affixing it to such documents as may be
required to be sealed.
The Clerk shall have such other duties and powers as are commonly
incident to the office of a corporate clerk, and such other duties and powers
as may be prescribed from time to time by the Board of Directors or by the
President.
If no Secretary is elected, the Clerk shall also record all proceedings
of the Board of Directors and of any meetings of any committees of the Board,
and, in his absence from any such meeting, a temporary clerk shall be chosen
who shall record the proceedings thereof.
The Secretary shall attend all meetings of the Board of Directors and
shall record the proceedings thereat in books provided for that purpose which
shall be open during business hours to the inspection of any Director. He
shall notify the Directors of the meetings in accordance with these By-Laws
and shall have and may exercise such other powers and duties as the Board of
Directors may prescribe. In the absence of the Secretary at a meeting of the
Board of Directors, a temporary secretary shall be chosen.
Any Assistant Clerk and any Assistant Secretary shall have such duties
and powers as shall from time to time be designated by the Board of Directors
or the Clerk or the Secretary, respectively, and shall be responsible to and
shall report to the Clerk and the Secretary, respectively.
ARTICLE XVIII
Resignations and Removals
Any Director or officer may resign at any time by delivering his
resignation in writing to the President, the Clerk or the Secretary, or to a
meeting of the Board of Directors. The stockholders may, by vote of a
majority in interest of the stock issued and outstanding and entitled to vote
at an election of Directors, remove any Director or Directors from office
with or without cause; provided, however, that the Directors of a class
elected by a particular class of stockholders may be removed only by the vote
of the holders of a majority of the shares of such class. The Board of
Directors may, by vote of the majority of the Directors in office, remove any
Director from office with cause, or remove any officer from office, with or
without cause. The Board of Directors may, at any time, by vote of a majority
of the Directors present and voting, terminate or modify the authority of any
agent. No Director or officer resigning and (except where a right to receive
compensation for a definite future period shall be expressly provided in a
written agreement with the Corporation, duly approved by the Board of
Directors) no Director or officer removed shall have any right to any
compensation as such Director or officer for any period following his
resignation or removal, or any right to damages on account of such removal,
whether his compensation be by the month, by the year or otherwise. Any
Director or officer may be removed for cause only after reasonable notice and
opportunity to be heard before the body proposing to remove him.
ARTICLE XIX
Vacancies
Any vacancy in the Board of Directors, however occurring, including a
vacancy resulting from the enlargement of the Board, and any vacancy in any
other office, may be filled by the stockholders or, in the absence of
stockholder action, by a majority of the Directors then in office.
If the office of any member of any committee or of any other office
becomes vacant, the Board of Directors may elect or appoint a successor or
successors by vote of a majority of the Directors then in office.
Each successor as a Director or officer shall hold office for the
unexpired term and until his successor shall be elected or appointed and
qualified, or until he sooner dies, resigns, is removed or becomes
disqualified.
The Board of Directors shall have and may exercise all its powers,
notwithstanding the existence of one or more vacancies in its number as fixed
by either the stockholders or the Directors.
ARTICLE XX
Capital Stock
The authorized amount of the capital stock and the par value, if any,
of the shares shall be as fixed in the Articles of Organization. At all
times when there are two or more classes of stock, the several classes of
stock shall conform to the description and terms, and have the respective
preferences, voting powers, restrictions and qualifications set forth in the
Articles of Organization.
ARTICLE XXI
Certificate of Stock
Each stockholder shall be entitled to a certificate of the capital
stock of the Corporation owned by him, in such form as shall, in conformity
to law, be prescribed from time to time by the Board of Directors. Such
certificate shall be signed by either the President or a Vice President, and
by either the Treasurer or an Assistant Treasurer, and may, but need not be,
sealed with the corporate seal; but when any such certificate is signed by a
transfer agent or by a registrar other than a Director, officer, or employee
of the Corporation, the signature of the President or a Vice President and of
the Treasurer or an Assistant Treasurer of the Corporation, or either or both
such signatures and such seal upon such certificate, may be facsimile. If any
officer who has signed, or whose facsimile signature has been placed on, any
such certificate shall have ceased to be such officer before such certificate
is issued, the certificate may be issued by the Corporation with the same
effect as if he were such officer at the time of issue.
Every certificate for shares of stock which are subject to any
restriction on transfer pursuant to law, the Articles of Organization, these
By-Laws, or any agreement to which the Corporation is a party, shall have the
restriction noted
conspicuously on the certificate, and shall also set forth, on the face or
back, either the full text of the restriction or a statement of the existence
of such restriction and (except if such restriction is imposed by law) a
statement that the Corporation will furnish a copy thereof to the holder of
such certificate upon written request and without charge. Every certificate
issued when the Corporation is authorized to issue more than one class or
series of stock shall set forth on its face or back either the full text of
the preferences, voting powers, qualifications, and special and relative
rights of the shares of each class and series authorized to be issued, or a
statement of the existence of such preferences, powers, qualifications and
rights, and a statement that the Corporation will furnish a copy thereof to
the holder of such certificate upon written request and without charge.
ARTICLE XXII
Transfer of Shares of Stock
Subject to the restrictions, if any, stated or noted on the stock
certificates, shares of stock may be transferred on the books of the
Corporation only by surrender to the Corporation, or its transfer agent, of
the certificate therefor, properly endorsed or accompanied by a written
assignment or power of attorney properly executed, with all requisite stock
transfer stamps affixed, and with such proof of the authenticity and
effectiveness of the signature as the Corporation or its transfer agent shall
reasonably require. Except as may be otherwise required by law, the Articles
of Organization or these By-Laws, the Corporation shall have the right to
treat the person registered on the stock transfer books as the owner of any
shares of the Corporation's stock as the owner-in-fact thereof for all
purposes, including the payment of dividends, liability for assessments, the
right to vote with respect thereto and otherwise, and accordingly shall not
be bound to recognize any attempted transfer, pledge or other disposition
thereof, or any equitable or other claim with respect thereto, whether or not
it shall have actual or other notice thereof, until such shares shall have
been transferred on the Corporation's books in accordance with these
By-Laws. It shall be the duty of each stockholder to notify the Corporation
of his post office address.
ARTICLE XXIII
Transfer Agents and Registrars; Further Regulations
The Board of Directors may appoint one or more banks, trust companies
or corporations doing a corporate trust business, in good standing under the
laws of the United States or any state therein, to act as the Corporation's
transfer agent and/or registrar for shares of capital stock, and the Board
may make such other and further regulations, not inconsistent with applicable
law, as it may deem expedient concerning the issue, transfer and registration
of capital stock and stock certificates of the Corporation.
ARTICLE XXIV
Loss of Certificates
In the case of the alleged loss, destruction, or wrongful taking of a
certificate of stock, a duplicate certificate may be issued in place thereof
upon receipt by the Corporation of such evidence of loss and such indemnity
bond, with or without surety, as shall be satisfactory to the President and
the Treasurer, or otherwise upon such terms, consistent with law, as the
Board of Directors may prescribe.
ARTICLE XXV
Record Date
The Directors may fix in advance a time, which shall not be more than
sixty days before the date of any meeting of stockholders or the date for the
payment of any dividend or the making of any distribution to stockholders, or
the last day on which the consent or dissent of stockholders may be
effectively expressed for any purpose, as the record date for determining the
stockholders having the right to notice of and to vote at, such meeting and
any adjournment thereof, or the right to receive such dividend or
distribution, or the right to give such consent or dissent, and in such case,
only stockholders of record on such record date shall have such right,
notwithstanding any transfer of stock on the books of the Corporation after
the record date; or, without fixing such record date, the Directors may, for
any such purposes, close the transfer books for all or any part of such
period.
ARTICLE XXVI
Seal
The seal of the Corporation shall, subject to alteration by the Board
of Directors, consist of a flat-faced circular die with the word
"Massachusetts", together with the name of the Corporation and the year of
incorporation, cut or engraved thereon. An impression of the seal impressed
upon the original copy of these By-Laws shall be deemed conclusively to be
the seal adopted by the Board of Directors.
ARTICLE XXVII
Execution of Papers
Except as the Board of Directors may generally or in particular cases
otherwise authorize or direct, all deeds, leases, transfers, contracts,
proposals, bonds, notes, checks, drafts and other obligations made, accepted
or endorsed by the Corporation shall be signed or endorsed on behalf of the
Corporation by its President or by one of its Vice Presidents or by its
Treasurer.
ARTICLE XXVIII
Fiscal Year
Except as from time to time provided by the Board of Directors, the
fiscal year of the Corporation shall end on the December 31 of each year.
ARTICLE XXIX
Voting Stock in Other Corporations
Unless otherwise ordered by the Board of Directors, the President or,
in the case of his absence or failure to act, the Treasurer, shall have full
power and authority on behalf of the Corporation to attend and to act and to
vote at any meetings of stockholders of any corporation in which this
Corporation may hold stock, and at any such meeting shall possess and may
exercise any and all rights and powers incident to the ownership of such
stock and which, as the owner thereof, the Corporation might have possessed
and exercised if present. The Board of Directors, by resolution from time to
time, or, in the absence thereof, the President, may confer like powers upon
any other person or persons as attorneys and proxies of the Corporation.
ARTICLE XXX
Corporate Records
The original or attested copies of the Articles of Organization,
By-Laws, and records of all meetings of the incorporators and stockholders,
and the stock and transfer records which shall contain the names of all
stockholders and the record address and the amount of stock held by each,
shall be kept in Massachusetts either at the principal office of the
Corporation or at an office of its transfer agent or of the Clerk. Said
copies and records need not all be kept in the same office. They shall be
available at all reasonable times for inspection by any stockholder for any
proper purpose, but not to secure a list of the stockholders for the purpose
of selling said list, or copies thereof, or of using the same for a purpose
other than in the present interest of the applicant, as a stockholder,
relative to the affairs of the Corporation.
ARTICLE XXXI
Amendments
These By-Laws may be altered, amended or repealed, in whole or in part
at any time by vote of the stockholders. The Board of Directors, by a
majority vote of Directors at the time in office, may alter, amend or repeal
these By-Laws in whole or in part, except with respect to any provision
hereof which by law, the Articles of Organization or these By-Laws requires
action by the stockholders; provided that not later than the time of giving
notice of the meeting of stockholders next following the alteration,
amendment or repeal of these By-Laws, in whole or in part, notice thereof,
stating the substance of such action shall be given to all stockholders
entitled to vote on amending these By-Laws. By-Laws adopted by the Directors
may be amended by the stockholders.